8-K

AeroVironment Inc (AVAV)

8-K 2025-06-24 For: 2025-06-24
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2025

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-33261 95-2705790
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)

241 18th Street South , Suite 650
Arlington , Virginia 22202
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 418-2828

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share AVAV The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 1

Item 2.02.  Results of Operations and Financial Condition

On June 24, 2025, AeroVironment, Inc. (the “Company”) issued a press release announcing fourth quarter and full year financial results for the period ended April 30, 2025, a copy of which is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

The information under Item 2.02 above is incorporated herein by reference.

Attached as Exhibit 99.2 hereto is a presentation containing additional information regarding the Company’s fourth quarter fiscal 2025 financial results for the period ended April 30, 2025. A copy of the presentation is also available on the investor relations section of the Company’s website at https://investor.avinc.com/events-and-presentations. The information contained on the Company’s website is not incorporated by reference into, and does not form a part of, this Current Report on Form 8-K.

In addition to historic information, this report, including the exhibits, contains forward-looking statements regarding events, performance and financial trends. Various factors could affect future results and could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of those factors are identified in the exhibits, and in our periodic reports filed with the Securities and Exchange Commission.

The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of AeroVironment, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits.

Exhibit
Number **** Description
99.1 Press release issued by AeroVironment, Inc., dated June 24, 2025.
99.2 Presentation regarding AeroVironment, Inc.’s fourth quarter and full year fiscal 2025 financial results dated June 24, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AEROVIRONMENT, INC.
Date: June 24, 2025 By: /s/ Wahid Nawabi
Wahid Nawabi
Chairman, President and Chief Executive Officer

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Exhibit 99.1

Graphic

AeroVironment Announces Fiscal 2025 Fourth Quarter and Fiscal Year Results

ARLINGTON, VA, June 24, 2025 — AeroVironment, Inc. (NASDAQ: AVAV) (“AeroVironment” or the “Company”) reported today financial results for the fiscal fourth quarter and year ended April 30, 2025.

Fourth Quarter and Fiscal Year Highlights:

Record fourth quarter revenue of $275.1 million and fiscal year revenue of $820.6, up 40% and 14% year-over-year, respectively
Fourth quarter and fiscal year net income of $16.7 million and $43.6 million, respectively and record fourth quarter and fiscal year non-GAAP adjusted EBITDA of $61.6 million and $146.4 million, respectively
--- ---
Record fiscal year bookings of $1.2 billion
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“AeroVironment finished out fiscal year 2025 with a remarkable fourth quarter, which included record revenue, significantly higher profits and a robust backlog nearly double that from fiscal year 2024,” said Wahid Nawabi, AeroVironment chairman, president and chief executive officer. “The investments we’ve consistently made in our multi-generational Uncrewed Systems and Loitering Munition Systems products coupled with our strong execution, continue to pay off, as evidenced by significantly higher demand and key strategic wins leading to a record $1.2 billion in total bookings throughout this fiscal year.”

Nawabi continued, “Our acquisition of BlueHalo further advances our leadership position within the defense-technology sector by adding a complementary portfolio of innovative products and capabilities aligned to our customers’ highest priorities. With integrated solutions across every domain of modern warfare, enhanced innovation and domestic manufacturing scale, we believe we are well positioned to meet the rising demand across the globe and drive strong growth and value creation in fiscal year 2026 and beyond.”

FISCAL 2025 FOURTH QUARTER RESULTS

Revenue for the fourth quarter of fiscal 2025 was $275.1 million, an increase of 40% as compared to $197.0 million for the fourth quarter of fiscal 2024, primarily due to higher product sales of $77.6 million. From a segment standpoint, the year-over-year increase was due to revenue increases in Loitering Munitions Systems (“LMS”), MacCready Works (“MW”) and Uncrewed Systems (“UxS”) of 87%, 24% and 9%, respectively.

Gross margin for the fourth quarter of fiscal 2025 was $100.3 million, an increase of 33% as compared to $75.6 million for the fourth quarter of fiscal 2024, reflecting higher product margin of $26.9 million, partially offset by lower service gross margin of $2.3 million. Gross margin in the fiscal 2025 fourth quarter was negatively impacted by an accelerated intangible amortization expense of $4.6 million, resulting from a decrease in forecasted results of the Uncrewed Ground Vehicle (“UGV”) business. As a percentage of revenue, gross margin fell to 36% from 38%, primarily due to the UGV accelerated intangible amortization expense.

Impairment of goodwill for the fourth quarter of fiscal 2025 was $18.4 million resulting from a decrease in forecasted results of the UGV business unit. As part of the annual goodwill impairment analysis, the carrying value of the UGV reporting unit was determined to be above its fair value and an impairment was recorded.

Income from operations for the fourth quarter of fiscal 2025 was $13.8 million as compared to $5.9 million for the fourth quarter of last fiscal year. The increase year-over-year was primarily due to an increase in gross margin of $24.7 million and a decrease in research and development (“R&D”) expense of $10.2 million, partially offset by the UGV goodwill 1

impairment of $18.4 million and an increase in selling, general and administrative (“SG&A”) expense of $8.6 million, which includes an increase of $5.2 million of acquisition related expenses resulting from our acquisition of BlueHalo, which closed on May 1, 2025.

Other loss, net, for the fourth quarter of fiscal 2025 was $0.7 million, as compared to $1.5 million for the fourth quarter of last fiscal year.

Provision for income taxes for the fourth quarter of fiscal 2025 was $0.2 million, as compared to benefit from income taxes of $(1.8) million for the fourth quarter of last fiscal year.

Net income for the fourth quarter of fiscal 2025 was $16.7 million, or $0.59 per diluted share, as compared to $6.0 million, or $0.22 per diluted share, in the prior-year period, respectively. The fourth quarter of fiscal 2025 was negatively impacted by non-cash UGV goodwill impairment charges of $18.4 million, or $0.65 per diluted share.

Non-GAAP adjusted EBITDA for the fourth quarter of fiscal 2025 was $61.6 million and non-GAAP earnings per diluted share were $1.61, as compared to $22.2 million and $0.43, respectively, for the fourth quarter of fiscal 2024.

BACKLOG

As of April 30, 2025, funded backlog (defined as remaining performance obligations under firm orders for which funding is currently appropriated to us under a customer contract) was $726.6 million, as compared to $400.2 million as of April 30, 2024. Bookings (defined as firm orders entered into) during the fiscal year ending April 30, 2025 were $1.2 billion.

FISCAL 2026 — OUTLOOK FOR THE FULL YEAR

For fiscal year 2026 inclusive of the projected results of the BlueHalo acquisition, which closed May 1, 2025, the Company expects revenue of between $1.9 billion and $2.0 billion, non-GAAP adjusted EBITDA of between $300 million and $320 million, and non-GAAP earnings per diluted share, which excludes amortization of intangible assets, other non-cash purchase accounting expenses and equity securities investments gains or losses, of between $2.80 and $3.00.

The Company cannot provide a reconciliation to GAAP net income or earnings per diluted share without unreasonable efforts due to the size and complexity of the BlueHalo acquisition and the inherent difficulty of forecasting the amortization of acquired intangibles and purchase price adjustments. Amortization expense of intangibles acquired in the BlueHalo transaction for the fiscal year ending April 30, 2026, which is expected to be significant, will be materially impacted by the valuation of the intangibles. Due to the size, complexity and timing of the acquisition, the Company has not completed the valuation of the intangibles and cannot estimate the amortization expense with a reasonable degree of accuracy, and the Company believes such reconciliation could imply a degree of precision that might be confusing or misleading to investors.

The foregoing estimates are forward-looking and reflect management’s view of current and future market conditions, subject to certain risks and uncertainties, including certain assumptions with respect to our ability to efficiently and on a timely basis integrate acquisitions, obtain and retain government contracts, changes in the timing and/or amount of government spending, react to changes in the demand for our products and services, activities of competitors, changes in the regulatory environment, and general economic and business conditions in the United States and elsewhere in the world. Investors are reminded that actual results may differ materially from these estimates and investors should review all risks related to achievement of the guidance reflected under “forward-looking statements” below and in the Company’s filings with the Securities and Exchange Commission.

CONFERENCE CALL AND PRESENTATION

In conjunction with this release, AeroVironment, Inc. will host a conference call today, Tuesday, June 24, 2025, at 4:30 pm Eastern Time that will be webcast live. Wahid Nawabi, chairman, president and chief executive officer, Kevin P. McDonnell, executive vice president and chief financial officer and Denise Pacioni, investor relations director, will host the call.

Investors may access the call by registering via the following participant registration link up to ten minutes prior to the start time.

Participant registration URL: https://register-conf.media-server.com/register/BI7c8f067ba6664132925fef2e6130428b 2

Investors may also listen to the live audio webcast via the Investor Relations page of the AeroVironment, Inc. website, http://investor.avinc.com. Please allow 15 minutes prior to the call to download and install any necessary audio software.

A supplementary investor presentation for the fourth quarter fiscal year 2025 can be accessed at https://investor.avinc.com/events-and-presentations.

Audio Replay

An audio replay of the event will be archived on the Investor Relations section of the Company's website at http://investor.avinc.com.

ABOUT AEROVIRONMENT, INC.

AeroVironment (“AV”) (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The company develops and deploys autonomous systems, precision strike systems, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities—built to meet the mission needs of today’s warfighter and tomorrow’s conflicts. With a national manufacturing footprint and a deep innovation pipeline, AV delivers proven systems and future-defining capabilities with speed, scale, and operational relevance. For more information visit: www.avinc.com.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “will,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements.

Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the impact of our ability to successfully close and integrate acquisitions into our operations and avoid disruptions from acquisition transactions that will harm our business; the recording of goodwill and other intangible assets as part of acquisitions that are subject to potential impairments in the future and any realization of such impairments; any actual or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in components for our products, including due to restrictions and sanctions imposed by foreign governments; the ability to timely and sufficiently integrate international operations into our ongoing business and compliance programs; reliance on sales to the U.S. government, including uncertainties in classification, pricing or potentially burdensome imposed terms for certain types of government contracts; availability of U.S. government funding for defense procurement and R&D programs; our ability to win U.S. and international government R&D and procurement programs, including foreign military financing aid; changes in the timing and/or amount of government spending, including due to continuing resolutions; adverse impacts of a U.S. government shutdown; our ability to realize the anticipated benefits of the BlueHalo transaction; our reliance on limited relationships to fund our development of HAPS UAS; our ability to execute contracts for anticipated sales, perform under such contracts and other existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; the extensive and increasing regulatory requirements governing our contracts with the U.S. government and international customers; the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements; unexpected technical and marketing difficulties inherent in major research and product development efforts; the impact of potential security and cyber threats or the risk of unauthorized access to and resulting misuse of our, our customers’ and/or our suppliers’ information and systems; failure to remain a market innovator, to create new market opportunities or to expand into new markets; our ability to increase production capacity to support anticipated growth; unexpected changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; any increase in litigation activity or unfavorable results in legal proceedings, including pending class actions; or litigation that may arise from our recent acquisition of BlueHalo; our ability to respond and adapt to legal, regulatory and government budgetary changes; our ability to comply with the covenants in our loan documents; and our merger agreement with BlueHalo; our ability to attract and retain skilled employees, including retention of BlueHalo employees; the impact of inflation; and general economic and business 3

conditions in the United States and elsewhere in the world; and the failure to establish and maintain effective internal control over financial reporting. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. See in the financial tables below the calculation of these measures, the reasons why we believe these measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures.

– Financial Tables Follow – 4

AeroVironment, Inc.

Consolidated Statements of Operations

(In thousands except share and per share data)

Three Months Ended Year Ended ****
April 30, April 30, April 30, April 30,
**** 2025 2024 **** 2025 **** 2024 ****
(Unaudited)
Revenue:
Product sales $ 242,234 $ 164,598 $ 692,722 $ 585,771
Contract services 32,816 32,381 127,905 130,949
275,050 196,979 820,627 716,720
Cost of sales:
Product sales 150,775 100,048 404,347 340,174
Contract services 23,943 21,297 97,644 92,615
174,718 121,345 501,991 432,789
Gross margin:
Product sales 91,459 64,550 288,375 245,597
Contract services 8,873 11,084 30,261 38,334
100,332 75,634 318,636 283,931
Selling, general and administrative 43,254 34,620 158,753 114,420
Research and development 24,902 35,069 100,729 97,687
Impairment of goodwill 18,359 18,359
Income (loss) from operations 13,817 5,945 40,795 71,824
Other (loss) income:
Interest expense, net (1,011) (148) (2,188) (4,220)
Other income (expense), net 299 (1,390) 1,057 (4,373)
Income before income taxes 13,105 4,407 39,664 63,231
Provision for (benefit from) income taxes 223 (1,819) 882 1,891
Equity method investment income (loss), net of tax 3,782 (180) 4,837 (1,674)
Net income $ 16,664 $ 6,046 $ 43,619 $ 59,666
Net income per share
Basic $ 0.59 $ 0.22 $ 1.56 $ 2.19
Diluted $ 0.59 $ 0.22 $ 1.55 $ 2.18
Weighted-average shares outstanding:
Basic 28,068,584 27,916,276 28,018,656 27,203,417
Diluted 28,264,953 28,096,737 28,173,488 27,327,993

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AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share data)

April 30, ****
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 40,862 $ 73,301
Accounts receivable, net of allowance for doubtful accounts of $203 at April 30, 2025 and $159 at April 30, 2024 101,967 70,305
Unbilled receivables and retentions 290,009 199,474
Inventories, net 144,090 150,168
Income taxes receivable 622
Prepaid expenses and other current assets 28,966 22,333
Total current assets 606,516 515,581
Long-term investments 31,627 20,960
Property and equipment, net 50,704 46,602
Operating lease right-of-use assets 31,879 30,033
Deferred income taxes 61,460 41,303
Intangibles, net 48,711 72,224
Goodwill 256,781 275,652
Other assets 32,889 13,505
Total assets $ 1,120,567 $ 1,015,860
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 72,462 $ 48,298
Wages and related accruals 44,253 44,312
Customer advances 15,952 11,192
Current portion of long-term debt 10,000
Current operating lease liabilities 10,479 9,841
Income taxes payable 356 4,162
Other current liabilities 28,659 17,074
Total current liabilities 172,161 144,879
Long-term debt, net of current portion 30,000 17,092
Non-current operating lease liabilities 23,812 22,745
Other non-current liabilities 2,026 2,132
Liability for uncertain tax positions 6,061 5,603
Deferred income taxes 664
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value:
Authorized shares—10,000,000; none issued or outstanding at April 30, 2025 and April 30, 2024
Common stock, $0.0001 par value:
Authorized shares—100,000,000
Issued and outstanding shares—28,267,517 shares at April 30, 2025 and 28,134,438 shares at April 30, 2024 4 4
Additional paid-in capital 618,711 597,646
Accumulated other comprehensive loss (6,514) (5,592)
Retained earnings 274,306 230,687
Total stockholders’ equity 886,507 822,745
Total liabilities and stockholders’ equity $ 1,120,567 $ 1,015,860

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AeroVironment, Inc.

Consolidated Statements of Cash Flows

(In thousands)

Year Ended April 30,
**** 2025 **** 2024 **** 2023
Operating activities
Net income (loss) $ 43,619 $ 59,666 $ (176,167)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization 40,998 35,749 99,999
Impairment of goodwill 18,359 156,017
(Gain) loss from equity method investments (4,837) 1,674 2,453
Loss on deconsolidation of previously controlled subsidiary 189
Amortization of debt issuance costs 1,195 1,009 845
Provision for doubtful accounts 43 4 99
Reserve for inventory excess and obsolescence 2,882 13,937 8,136
Other non-cash expense, net 2,606 1,316 1,995
Non-cash lease expense 10,163 10,400 8,048
Loss on foreign currency transactions 491 22 119
Unrealized (gain) loss on available-for-sale equity securities, net (177) 3,945 132
Deferred income taxes (20,157) (23,290) (18,661)
Stock-based compensation 21,461 17,069 10,765
Loss on disposal of property and equipment 311 621 1,497
Amortization of debt securities discount 125
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (31,761) 19,208 (27,423)
Unbilled receivables and retentions (90,514) (92,850) (1,446)
Inventories 2,966 (23,045) (61,846)
Income taxes receivable (590) 442
Prepaid expenses and other assets (21,010) (20,279) (3,821)
Accounts payable 22,331 12,968 12,538
Other liabilities 303 (2,832) (2,635)
Net cash (used in) provided by operating activities (1,318) 15,292 11,400
Investing activities
Acquisition of property and equipment and capitalized software to be sold (22,816) (22,983) (14,868)
Contributions in equity method investments (5,674) (3,074) (5,778)
Equity security investments (5,100)
Business acquisitions, net of cash acquired (24,157) (5,105)
Acquisition of intangibles (1,500)
Proceeds from deconsolidation of previously controlled subsidiary, net of cash deconsolidated (635)
Redemptions of available-for-sale investments 26,059
Purchase of available-for-sale investments (1,326)
Other (250)
Net cash used in investing activities (28,490) (51,714) (7,003)
Financing activities
Proceeds from revolving credit facility 40,000
Principal payments of term loan (28,000) (107,000) (55,000)
Principal payments of revolver (10,000)
Holdback and retention payments for business acquisition (390) (500)
Payment of contingent consideration (2,132)
Proceeds from shares issued, net of issuance costs 88,437 104,649
Payment of debt issuance costs (1,151) (37)
Payment of equity issuance costs (2,896)
Tax withholding payment related to net settlement of equity awards (4,147) (1,596) (1,065)
Employee stock purchase plan contributions 1,910
Exercise of stock options 1,841 2,278
Other (23) (24) (28)
Net cash (used in) provided by financing activities (2,856) (22,852) 50,834
Effects of currency translation on cash and cash equivalents 225 (284) 397
Net (decrease) increase in cash and cash equivalents (32,439) (59,558) 55,628
Cash and cash equivalents at beginning of period 73,301 132,859 77,231
Cash and cash equivalents at end of period $ 40,862 $ 73,301 $ 132,859
Supplemental disclosures of cash flow information
Cash paid, net during the period for:
Income taxes $ 24,631 $ 20,438 $ 2,911
Interest $ 1,757 $ 6,823 $ 10,229
Non-cash activities
Issuance of common stock for business acquisition $ $ 109,820 $
Unrealized gain on available-for-sale investments, net of deferred tax expense of $0 for the fiscal years ended April 30, 2023 $ $ $ 53
Change in foreign currency translation adjustments $ (922) $ (1,140) $ 2,009
Issuances of inventory to property and equipment, ISR in-service assets $ $ $ 6,306
Acquisitions of property and equipment included in accounts payable $ 2,204 $ 986 $ 721

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AeroVironment, Inc.

Reportable Segment Results (Unaudited)

(In thousands)

Three Months Ended April 30, 2025
**** UxS **** LMS **** MW Total
Revenue:
Product sales $ 103,637 $ 134,190 $ 4,407 $ 242,234
Contract services 8,999 4,158 19,659 32,816
112,636 $ 138,348 24,066 275,050
Less: Cost of sales 71,562 $ 86,231 16,925 174,718
Add: Intangible amortization included in cost of sales 8,038 231 8,269
Segment adjusted gross margin $ 49,112 $ 52,117 $ 7,372

Three Months Ended April 30, 2024
**** UxS **** LMS **** MW Total
Revenue:
Product sales $ 96,365 $ 68,218 $ 15 $ 164,598
Contract services 7,371 5,545 19,465 32,381
103,736 73,763 19,480 196,979
Less: Cost of sales 62,955 45,187 13,203 121,345
Add: Intangible amortization included in cost of sales 3,654 249 3,903
Segment adjusted gross margin $ 44,435 $ 28,576 $ 6,526

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AeroVironment, Inc.

Reconciliation of non-GAAP Earnings per Diluted Share (Unaudited)

Three Months Ended Three Months Ended Year Ended Year Ended
**** April 30, 2025 April 30, 2024 April 30, 2025 April 30, 2024
Earnings per diluted share $ 0.59 $ 0.22 $ 1.55 $ 2.18
Acquisition-related expenses 0.16 0.01 0.54 0.06
Amortization of acquired intangible assets and other purchase accounting adjustments 0.25 0.15 0.66 0.54
Legal accrual 0.06 0.06
Equity method and equity securities investments activity, net (0.10) 0.05 (0.18) 0.21
Goodwill impairment 0.65 0.65
Earnings per diluted share as adjusted (non-GAAP) $ 1.61 $ 0.43 $ 3.28 $ 2.99

Reconciliation of non-GAAP adjusted EBITDA (Unaudited)

Three Months Ended Three Months Ended Year Ended Year Ended
(in millions) April 30, 2025 April 30, 2024 April 30, 2025 April 30, 2024
Net income $ 16.7 $ 6.0 $ 43.6 $ 59.7
Interest expense, net 1.0 0.1 2.2 4.2
Provision for (benefit from) income taxes 0.2 (1.8) 0.9 1.9
Depreciation and amortization 13.9 10.9 41.0 35.7
EBITDA (non-GAAP) 31.8 15.2 87.7 101.5
Stock-based compensation 5.9 4.6 21.5 17.1
Equity method and equity securities investments activity, net (2.8) 1.4 (5.0) 5.6
Amortization of cloud computing arrangement implementation 0.6 0.6 2.4 1.5
Goodwill impairment 18.4 18.4
Legal accrual 2.1 2.1
Acquisition-related expenses 5.6 0.4 19.3 2.1
Adjusted EBITDA (non-GAAP) $ 61.6 $ 22.2 $ 146.4 $ 127.8

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Statement Regarding Non-GAAP Measures

The non-GAAP measures set forth above should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing our results that, when reconciled to the corresponding GAAP measures, help our investors to understand the long-term profitability trends of our business and compare our profitability to prior and future periods and to our peers. In addition, management uses these non-GAAP measures to evaluate our operating and financial performance.

Non-GAAP Earnings per Diluted Share

We exclude acquisition-related expenses, amortization of acquisition-related intangible assets, equity method investment gains and losses, equity securities investments gains or losses, goodwill impairment and one-time non-operating items because we believe this facilitates more consistent comparisons of operating results over time between our newly acquired and existing businesses, and with our peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization will recur in future periods until such intangible assets have been fully amortized.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA is defined as net income before interest income, interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for the impact of certain other non-cash items, including amortization of implementation of cloud computing arrangements, stock-based compensation, acquisition related expenses, equity method investment gains or losses, equity securities investments gains or losses, goodwill impairment and one-time non-operating gains or losses. We present Adjusted EBITDA, which is not a recognized financial measure under U.S. GAAP, because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe this facilitates more consistent comparisons of operating results over time between our newly acquired and existing businesses, and with our peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation, intangible asset amortization will recur in future periods until such intangible assets have been fully amortized and that interest and income tax expenses will recur in future periods. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

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CONTACT

Denise Pacioni

+1 805-795-4108

ir@avinc.com

https://investor.avinc.com/contact-and-faq/contact-us 11

Exhibit 99.2

Fourth Quarter and Full Fiscal Year 2025<br>Earnings Conference Call<br>JUNE 24, 2025
[2] © 2025 AEROVIRONMENT, INC.<br>This presentation contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking<br>statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may<br>contain words such as “will,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to,<br>economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ<br>materially from the forward-looking statements.<br>Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the impact of our ability to<br>successfully close and integrate acquisitions into our operations and avoid disruptions from acquisition transactions that will harm our business; the<br>recording of goodwill and other intangible assets as part of acquisitions that are subject to potential impairments in the future and any realization of such<br>impairments; any actual or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in<br>components for our products, including due to restrictions and sanctions imposed by foreign governments; the ability to timely and sufficiently integrate<br>international operations into our ongoing business and compliance programs; reliance on sales to the U.S. government, including uncertainties in<br>classification, pricing or potentially burdensome imposed terms for certain types of government contracts; availability of U.S. government funding for<br>defense procurement and R&D programs; our ability to win U.S. and international government R&D and procurement programs, including foreign military<br>financing aid; changes in the timing and/or amount of government spending, including due to continuing resolutions; adverse impacts of a U.S. government<br>shutdown; our ability to realize the anticipated benefits of the BlueHalo transaction; our reliance on limited relationships to fund our development of HAPS<br>UAS; our ability to execute contracts for anticipated sales, perform under such contracts and other existing contracts and obtain new contracts; risks related<br>to our international business, including compliance with export control laws; the extensive and increasing regulatory requirements governing our contracts<br>with the U.S. government and international customers; the consequences to our financial position, business and reputation that could result from failing to<br>comply with such regulatory requirements; unexpected technical and marketing difficulties inherent in major research and product development efforts; the<br>impact of potential security and cyber threats or the risk of unauthorized access to and resulting misuse of our, our customers’ and/or our suppliers’<br>information and systems; failure to remain a market innovator, to create new market opportunities or to expand into new markets; our ability to increase<br>production capacity to support anticipated growth; unexpected changes in significant operating expenses, including components and raw materials; failure<br>to develop new products or integrate new technology into current products; any increase in litigation activity or unfavorable results in legal proceedings,<br>including pending class actions; or litigation that may arise from our recent acquisition of BlueHalo; our ability to respond and adapt to legal, regulatory and<br>government budgetary changes; our ability to comply with the covenants in our loan documents; and our merger agreement with BlueHalo; our ability to<br>attract and retain skilled employees, including retention of BlueHalo employees; the impact of inflation; and general economic and business conditions in the<br>United States and elsewhere in the world; and the failure to establish and maintain effective internal control over financial reporting. For a further list and<br>description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no<br>obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.<br>Safe Harbor<br>Statement
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[3] © 2025 AEROVIRONMENT, INC.<br>Completed BlueHalo acquisition on<br>May 1, 2025, establishing AV as a<br>premier defense tech prime best<br>aligned to our customers’ highest<br>priorities<br>Achieved record full fiscal year<br>revenue of $821 million, and<br>record fourth-quarter revenue of<br>$275 million, up 14% and 40%<br>respectively, from the same period<br>last year<br>FY26 year revenue guidance between<br>$1.9 and $2.0 billion<br>Record fiscal year bookings of<br>$1.2 billion<br>Fourth Quarter Fiscal Year 2025 Key Messages
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[4] © 2025 AEROVIRONMENT, INC.<br>Fiscal Year 2025 Results<br>YEAR-OVER-YEAR [YoY]<br>1 FY25 GAAP NET INCOME WAS $43.6M. REFER TO ADJUSTED EBITDA RECONCILIATION ON APPENDIX C.<br>2 FY25 GAAP EPS WAS $1.55 PER DILUTED SHARE. REFER TO RECONCILIATION OF NON-GAAP EARNINGS PER DILUTED SHARE ON APPENDIX A.<br>Metric FY25 YoY Change Notes<br>Revenue $820.6 m +14% Overall increase driven by higher product sales in LMS.<br>Increase driven by higher product gross margin offset by a slight decrease in<br>service gross margin. $318.6 m +12% GAAP<br>Gross Margin<br>$146.4 m +15% Increase due to higher revenue and gross margin. Non-GAAP Adjusted<br>EBITDA1<br>$3.28 +10% Increase due to higher revenue and gross margin. Non-GAAP EPS<br>(diluted)2 Higher YoY backlog due to increased demand for LMS products and continued<br>interest in UxS products. $726.6 m +82% Funded<br>Backlog<br>$774.6 m +472% Higher unfunded backlog due to multiple Switchblade orders. Unfunded<br>Backlog
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[5] © 2025 AEROVIRONMENT, INC.<br>Fourth Quarter Fiscal Year 2025 Results<br>YEAR-OVER-YEAR [YoY]<br>1.Q4 GAAP NET INCOME WAS $16.7M. Refer to Adjusted EBITDA reconciliation on Appendix C.<br>2<br>Q4 GAAP EPS was $0.59 per diluted share. Refer to Reconciliation of Non-GAAP Earnings Per Diluted Share on Appendix A<br>Metric Q4FY25 YoY Change Notes<br>Revenue $275.1 m +40% Overall increase driven by strong product sales in LMS.<br>Overall increase driven by higher product margin partially offset by lower service<br>gross margin and an acceleration of intangible amortization expenses from the UGV<br>business.<br>$100.3 m +33% GAAP<br>Gross Margin<br>Increase driven by higher revenue, gross margin, and decrease in R&D partially offset<br>by an increase in SG&A. $61.6 m +178% Non-GAAP Adjusted<br>EBITDA1<br>Increase driven by higher revenue, gross margin, and decrease in R&D partially offset<br>by an increase in SG&A. Non-GAAP EPS (diluted)2<br>$1.61 +274%<br>Higher backlog due to increased demand for LMS products and continued interest in<br>UxS products. Funded Backlog $726.6 m +82%<br>Unfunded Backlog $774.6 m +472% Higher unfunded backlog due to multiple Switchblade orders.
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[6] © 2025 AEROVIRONMENT, INC.<br> $-<br> $50.0<br> $100.0<br> $150.0<br> $200.0<br> $250.0<br> $300.0<br>Q4 FY24 Q1 FY25 Q2 FY25 Q3 FY25 Q4 FY25<br>MW $19.5 $17.5 $25.3 $19.9 $24.1<br>LMS $73.8 $52.0 $77.7 $83.9 $138.4<br>UxS $103.7 $120.0 $85.4 $63.8 $112.6 Revenue in millions<br>$167.6<br>$189.5<br>$197.0<br>$188.5<br>$275.1<br>Revenue Mix by Segment and Type<br>84% 84% 80% 83%<br>88%<br>16% 16%<br>20%<br>17%<br>12%<br>38%<br>43%<br>39% 38%<br>36%<br>0%<br>10%<br>20%<br>30%<br>40%<br>50%<br>60%<br>0%<br>10%<br>20%<br>30%<br>40%<br>50%<br>60%<br>70%<br>80%<br>90%<br>100%<br>Q4 FY24 Q1 FY25 Q2 FY25 Q3 FY25 Q4 FY25 Gross Margin Percentage Quarterly Revenue<br>Product Revenue Service Revenue<br>GAAP Gross Margin<br>UxS: Uncrewed Systems LMS: Loitering Munitions Systems MW: MacCready Works<br>Quarterly Revenue By Segment Quarterly Revenue By Type
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[7] © 2025 AEROVIRONMENT, INC.<br>Adjusted Profitability by Type and Non-GAAP EPS<br>1 Q4 GAAP Product Margin of 38% and Service Margin of 27%. Refer to GAAP to NON-GAAP reconciliation of Gross Margin on Appendix B.<br>2 Refer to Reconciliation of Non-GAAP Diluted Earnings Per Share on Appendix A.<br>41%<br>48%<br>44% 44%<br>41%<br>38%<br>29% 28%<br>20%<br>30%<br>40%<br>45%<br>41% 40% 39%<br>0%<br>20%<br>40%<br>60%<br>Q4 FY24 Q1 FY25 Q2 FY25 Q3 FY25 Q4 FY25<br>Adj Product Margin Adj Service Margin Total Adj Gross Margin<br>$0.43<br>$1.61<br> $-<br> $0.20<br> $0.40<br> $0.60<br> $0.80<br> $1.00<br> $1.20<br> $1.40<br> $1.60<br> $1.80<br> $2.00<br>Q4 FY24 Q4 FY25<br>Slide 7<br>NON-GAAP DILUTED EPS2 PERCENTAGE ADJUSTED GROSS MARGIN1
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[8] © 2025 AEROVIRONMENT, INC.<br>Updated Guidance: Fiscal 2026 Outlook<br>1 THE COMPANY CANNOT PROVIDE A RECONCILIATION TO GAAP NET INCOME OR EARNINGS PER DILUTED SHARE WITHOUT UNREASONABLE EFFORTS DUE TO THE SIZE AND COMPLEXITY OF THE BLUEHALO ACQUISITION AND THE INHERENT DIFFICULTY OF<br>FORECASTING THE AMORTIZATION OF ACQUIRED INTANGIBLES AND PURCHASE PRICE ADJUSTMENTS. AMORTIZATION EXPENSE OF INTANGIBLES ACQUIRED IN THE BLUEHALO TRANSACTION FOR THE FISCAL YEAR ENDING APRIL 30, 2026, WHICH IS EXPECTED<br>TO BE SIGNIFICANT, WILL BE MATERIALLY IMPACTED BY THE VALUATION OF THE INTANGIBLES. DUE TO THE SIZE, COMPLEXITY AND TIMING OF THE ACQUISITION, THE COMPANY HAS NOT COMPLETED THE VALUATION OF THE INTANGIBLES AND CANNOT<br>ESTIMATE THE AMORTIZATION EXPENSE WITH A REASONABLE DEGREE OF ACCURACY, AND THE COMPANY BELIEVES SUCH RECONCILIATION COULD IMPLY A DEGREE OF PRECISION THAT MIGHT BE CONFUSING OR MISLEADING TO INVESTORS.<br>2<br>REFER TO ADJUSTED EBITDA RECONCILIATION ON APPENDIX C.<br>3 REFER TO RECONCILIATION OF FISCAL YEAR 2025 NON-GAAP DILUTED EARNINGS PER SHARE ON APPENDIX A.<br>AS OF 06/24/2025 FY25 RESULTS FY26 GUIDANCE NOTES / ASSUMPTIONS<br>1<br>st Half = 45%<br>2nd Half = 55% Revenue $821 million $1.9 to $2.0 billion<br>• EBITDA % Trending 10%-12% in Q1 to High Teens % by Q4 • Adj. Gross Margins 29% to 31% • IRAD 6% to 7% • SG&A 11% to 13% (excludes intangible amorƟzaƟon and deal and<br>integration expenses) • Stock Based Compensation of approx. $35 Million<br>$300 million–$320 million1<br>~16% at mid-point $146 million2 Adjusted EBITDA<br>17.8% of Revenue<br>Debt Outstanding Entire Year $2.80 – $3.001<br>$3.28 Non-GAAP Earnings 3 Per Share (diluted) • Includes Cloud Implementation Capital Expenditures<br>• Excludes Integration Related Capital Expenditures Capital Expenditures 5% 6% – 8%<br>Deal & Integration Expenses<br>$40M-$45M<br>Excluding Capital Expenditures<br>Other
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[9] © 2025 AEROVIRONMENT, INC.<br>Revenue [Millions]<br>Visibility for FY26<br>1 BASED ON MIDPOINT OF GUIDANCE RANGE OF $1.9 TO $2.0 BILLION<br>$1,003.8<br>$245.4<br> $-<br> $250<br> $500<br> $750<br> $1,000<br> $1,250<br> $1,500<br> $1,750<br> $2,000<br> $2,250<br> $2,500<br>Q4 FY25 (6/24/25) Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY26<br>Revenue - Unfunded Backlog<br>Anticipated this FY<br>Revenue - Qtr-to-Date<br>Bookings Anticipated this FY<br>Revenue - Funded Backlog<br>Anticipated this FY<br>Revenue Year-to-Date<br>$112.0<br>Company<br>visibility<br>supports<br>revenue<br>guidance<br>range<br>70% visibility 1 Revenue Guidance<br>Range:<br>$1.9 to $ 2.0B
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[10] © 2025 AEROVIRONMENT, INC.<br>FY25 Pro Forma Data and FY26 Guidance<br>FIGURES ARE $USD IN MILLIONS UNLESS OTHERWISE NOTED ABOVE<br>1 THE COMPANY CANNOT PROVIDE A RECONCILIATION TO GAAP NET INCOME, OR EARNINGS PER DILUTED SHARE WITHOUT UNREASONABLE EFFORTS DUE TO THE SIZE AND COMPLEXITY OF THE BLUEHALO ACQUISITION AND THE INHERENT DIFFICULTY<br>OF FORECASTING THE AMORTIZATION OF ACQUIRED INTANGIBLES AND PURCHASE PRICE ADJUSTMENTS. AMORTIZATION EXPENSE OF INTANGIBLES ACQUIRED IN THE BLUEHALO TRANSACTION FOR THE FISCAL YEAR ENDING APRIL 30, 2026, WHICH IS<br>EXPECTED TO BE SIGNIFICANT, WILL BE MATERIALLY IMPACTED BY THE VALUATION OF THE INTANGIBLES. DUE TO THE SIZE, COMPLEXITY AND TIMING OF THE ACQUISITION, THE COMPANY HAS NOT COMPLETED THE VALUATION OF THE<br>INTANGIBLES AND CANNOT ESTIMATE THE AMORTIZATION EXPENSE WITH A REASONABLE DEGREE OF ACCURACY, AND THE COMPANY BELIEVES SUCH RECONCILIATION COULD IMPLY A DEGREE OF PRECISION THAT MIGHT BE CONFUSING OR MISLEADING<br>TO INVESTORS.<br>Counter-UAS and<br>Precision Strike<br>$523 M<br>Uncrewed Aircraft<br>Systems<br>$352 M<br>Other<br>$174 M<br>FY25 Pro Forma Revenue FY26 Guidance<br>FY26 Growth Drivers:<br>SB-600<br>JUMP20-X<br>P550<br>Titan 4<br>Red Dragon<br>FY25 Pro Forma Revenue FY26 Guidance<br>Revenue: $1.2B to $1.4B<br>FY26 Growth Drivers:<br>Badger<br>CUAS-DE<br>Space Communications<br>AV Consolidated<br>FY26 Guidance<br>Revenue: $1.9B to $2.0B<br>$300M to $320M1 Adj. EBITDA $:<br>$2.80 to $3.00 Non-GAAP EPS: 1 Autonomous Systems Space, Cyber & Directed Energy<br>Cyber and<br>Mission Systems<br>$415 M<br>Space and<br>Directed Energy<br>$231 M<br>Revenue: $0.7B to $0.8B
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Financial Tables
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[12] © 2025 AEROVIRONMENT, INC.<br>GAAP to Non-GAAP Reconciliation of Earnings per Diluted Share (unaudited)<br>APPENDIX A - FINANCIAL TABLES<br>Fiscal Year ended<br>April 30, 2024<br>Fiscal year ended<br>April 30, 2025<br>Three months ended<br>April 30, 2024<br>Three months ended<br>April 30, 2025<br>Earnings per diluted share $0.59 $0.22 $1.55 $2.18<br>Acquisition-related expenses $0.16 $0.01 $0.54 $0.06<br>$0.25 $0.15 $0.66 $0.54<br>Amortization of acquired intangible<br>assets and other purchase accounting<br>adjustments<br>Legal accrual $0.06 0 $0.06 0<br>$(0.10) $0.05 $(0.18) $0.21 Equity Method and equity securities<br>investments activity, net<br>Goodwill impairment $0.65 0 $0.65 0<br>$1.61 $0.43 $3.28 $2.99 Earnings per diluted share as adjusted<br>(non-GAAP)
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[13] © 2025 AEROVIRONMENT, INC.<br>GAAP to NON-GAAP Reconciliation of Adjusted Gross Margin<br>APPENDIX B - FINANCIAL TABLES<br>Fiscal 4th Quarter<br>FY2025<br>Fiscal 3rd Quarter<br>FY2025<br>Fiscal 2nd Quarter<br>FY2025<br>Fiscal 1st Quarter<br>FY2025<br>Fiscal 4th Quarter<br>(in thousands) FY2024<br>Products<br>Gross Margin $ 64,550 $ 73,985 $ 64,179 $ 58,752 $ 91,459<br>Intangible Amortization $ 2,637 $ 2,617 $ 2,623 $ 2,606 $ 7,172<br>Adjusted Gross Margin $ 67,187 $ 76,602 $ 66,802 $ 61,358 $ 98,631<br>Adj. Prod GM% 40.8% 48.0% 44.2% 43.9% 40.7%<br>Services<br>Gross Margin $ 11,084 $ 7,482 $ 9,459 $ 4,447 $ 8,873<br>Intangible Amortization $ 1,266 $ 1,097 $ 1,097 $ 1,097 $ 1,097<br>Adjusted Gross Margin $ 12,350 $ 8,579 $ 10,556 $ 5,544 $ 9,970<br>Adj. Service GM% 38.1% 28.6% 28.4% 19.9% 30.4%
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[14] © 2025 AEROVIRONMENT, INC.<br>Historical ADJUSTED EBITDA Reconciliation<br>APPENDIX C - FININACIAL TABLES<br>Full Fiscal Year<br>2025<br>Fiscal 4th<br>Quarter 2025<br>Fiscal 3rd<br>Quarter 2025<br>Fiscal 2nd Quarter 2025<br>Fiscal 1st Quarter<br>2025<br>Full Fiscal Year<br>(in thousands) Fiscal 4th Quarter 2024 2024<br>Net Income (loss) from continued operations 6,047 59,607 21,166 7,453 (1,754) 16,664 43,619<br>Interest Expense / (Income), net 148 4,220 239 690 248 1,011 2,188<br>Tax provision / (benefit) 1,818 1,892 1,485 (221) (605) 223 882<br>Depreciation and amortization 10,780 35,749 8,852 9,002 9,290 13,854 40,998<br>EBITDA (Non-GAAP) 15,157 101,528 31,742 17,014 7,179 31,752 87,687<br>Cloud amortization 551 1,445 644 606 644 646 2,540<br>Stock-based compensation 4,644 17,069 4,536 5,601 5,381 5,943 21,461<br>Acquisition-related expenses 383 2,095 0 3,684 10,015 5,591 19,291<br>UGV Goodwill Impairment 0 0 0 0 0 18,360 18,360<br>1,412 5,618 256 (1,044) (1,454) (2,773) (5,015) Equity method and equity security<br>investment activity<br>Legal Accrual 0 0 0 0 0 2,100 2,100<br>Adjusted EBITDA (Non-GAAP) $ 22,147 $ 127,754 $ 37,178 $ $ 25,862 $ 21,766 $ 61,619 $ 146,425
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